8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                           FORM 8-K
                        CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 12, 2012


             SCIENTIFIC INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)

Delaware	         000-6658            04-2217279
_______________	____________	__________________
(State or other   (Commission       (IRS Employer No.)
jurisdiction of    File Number)
incorporation)

                   70 Orville Drive
                Bohemia, New York 11716
______________________________________________________
   (Address of principal executive offices)


                   (631) 567-4700
______________________________________________________
Registrant's telephone number, including area code


                    Not Applicable
______________________________________________________
(Former name or former address,
if changed since last report)


ITEM 1.01.	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


The Company has agreed to the Fifth Amended and Restated Consulting
Agreement with Joseph G. Cremonese, the Chairman of its Board of
Directors, and his affiliate, Laboratory Innovation Company, Ltd.
The Agreement extends the term of their consultancy services from
December 31, 2011 to December 31, 2012 on the same terms as the
Fourth Amended and Restated Consulting Agreement, except for an
increase in the compensation from $3,000 to $3,300 per month subject
to increase or decrease in the event services were more than 60 days
during the 12 month period at the guaranteed rate of $660 per day, an
increase from $600.  Either the Company or the Consultant may terminate
the Agreement, except for their confidentiality and non-competition
covenants on at least 60 days prior notice.


ITEM 5.07.	SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Stockholders of the Company held on January
12, 2012, the stockholders took the following actions:

1. Elected Joseph G. Cremonese and Roger B. Knowles as Class C
Directors to serve until the Annual Meeting of Stockholders for the
year ended June 30, 2014 by the following votes:

			        For        Withheld	 Broker Non-Votes

Joseph G. Cremonese     576,130      5,911           274,809
Roger B, Knowles        228,254      344,979         283,617


2.  Approved the Board of Directors adoption of the 2012 Stock Option
Plan by a vote of 573,794 shares in favor, 29,568 shares against and
2,381 shares abstentions.  The Plan relates to 100,000 shares of Common
Stock plus 57,000 shares which are subject to outstanding options granted
under the 2002 Stock Option Plan and which are not exercised prior to
their termination.  The Plan authorizes the Board of Directors or a committee
thereof to grant options to employees and key consultants of the Company or
a subsidiary, directors of the Company or a subsidiary, and key consultants
of a corporation which has been acquired by the Company or a subsidiary.

At the Annual Meeting of the Board of Directors immediately following the
Annual Meeting of Stockholders, the Board of Directors amended the Plan to
prohibit the grant of options thereunder providing for an exercise price
lower than the per share book as of the end of the fiscal quarter most
recently preceding the date of grant.

3. Approved by a vote of 829,756 shares for, 22,880 shares against, 4,214
shares abstaining, and 3,739 shares of Broker non-votes the appointment
by the Board of Director of Nussbaum Yates Berg Klein & Wolpow, LLP as the
Company's independent registered public accounting firm with respect to the
Company's financial statements for the year ending June 30, 2012.



ITEM 9.01  Financial Statements and Exhibits

(a) and (b) not applicable

(c) Exhibits

Exhibit No.            Exhibit
___________            _____________________________
10A-1                  Copy of Consulting Agreement
10A-2			     Copy of 2012 Stock Option Plan,
			     as amended on January 12, 2012




                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                              SCIENTIFIC INDUSTRIES, INC.
                              (Registrant)


Date:	January 12, 2012
			           By: /s/ Helena R. Santos

			           Helena R. Santos,
			           President and Chief Executive
 			           Officer

EX-10

                                FIFTH
                         AMENDED AND RESTATED
                         CONSULTING AGREEMENT

      Fifth Amended and Restated Agreement dated January 20, 2012 between
Scientific Industries, Inc., a Delaware Corporation (the "Company") and
Joseph G. Cremonese ("JC") and Laboratory Innovation Company, Ltd., a
Pennsylvania sub-chapter S corporation, of which JC is President, director
and sole stockholder ("LIC").

      Whereas, JC through LIC (collectively the "Consultants") and the
Company desire to amend and restate the Fourth Amended and Restated
Consulting Agreement dated January 7, 2011 relating to the consulting
services rendered by the Consultants to the Company.

      IT IS HEREBY AGREED as follows:
      1.         Consultants will continue to provide pursuant to this
Agreement consulting services at the request of the Company with respect
to the development and marketing of products of the Company for the
12-month period ending December 31, 2012 for a minimum of 60 days per
the 12 month period (the "Minimum"), at the guaranteed rate of $660.00
per day.  Any days of service in excess of 96 days during such 12-month
period shall be subject to Consultant's availability and the Company and
the Consultants agreeing to a rate of compensation for such additional
days.

      2.         Consultants will provide a minimum of five days in any
given month with a goal of six days per month on average. As special
requirements (i.e. trade shows) are presented, Consultants will make
available as many days as needed in any month provided that the Company
provides Consultants at least 21 days prior notice.

      3.         (a)  Payment for the foregoing service should be made
to Laboratory Innovation Company, P.O. Box 1907, Greensburg, PA
15601-6907, at the rate of $3,300.00 per month, payable within 10 days
of the calendar month in which the services are rendered.

                  (b)  to the extent that on December 31, 2012, the
number of days of Consultant's services for the 12 months then ended is
less or more than 60 days the following shall apply:

             (i)         if less, the Company shall be entitled to a
credit equal to the product of (A) the number of days below the Minimum
and (B) the guaranteed rate, with the credit to be applied to the monthly
payments and unreimbursed expenses payable pursuant to Paragraph 4 for
the immediately following month or months of service under the Agreement,
with any balance outstanding as of the termination or expiration of this
Agreement to be paid in full by Consultants to the Company within 30
days following such expiration or termination; and

             (ii)        If more, the Company shall pay LIC within 30
days of such determination, the product of (A) the number of days which
exceed the Minimum, and (B) the guaranteed rate; subject to provisions in
Section 1 as to days of service in excess of 96 hours during such period

             (c)        In the event of a termination of this Agreement
 on a date other than December 31, 2012, the determination of the credit
or deficiency shall be based on a pro rata portion determined by the
number of months and fraction of a month, if any, from December 31, 2011
to the termination date.

      4.         Expenses will be submitted on an expense report with
original receipts. Routine expenses will include: public transportation,
taxi fares, hotels, parking, tolls and auto mileage at the then standard
mileage rate for business miles driven set forth by the Internal Revenue
Service. Meals will only be submitted as an expense item during trade
shows or required Company meetings. All expenses are subject to approval
by an authorized officer of the Company with air travel charges and
other expenditures to be pre-approved.

      5.         A Summary Plan of Consulting Services and Duties will
be provided at the beginning of each quarter of the year and will be
defined and agreed upon during a monthly conference telephone call with
the President and Executive Vice President. Broad based objectives, as
outlined in the Company's Business Plan, will be implemented routinely,
without the need for a specific conference, and a monthly summary report
will be submitted to account for the time spent on such routine
activities.

      6.         The previously executed Confidentiality Information
Agreement and Non-Competition Agreement by the Company and the Consultant,
in the form of Exhibits A and B hereto shall remain in effect shall survive
the expiration or termination of the Agreement for whatever reason.

      7.         This Fifth Amended and Restated Consultant Agreement
replaces the Fourth Amended and Restated Consultant Agreement and shall
terminate, except as to Section 6, on December 31, 2012 unless terminated
earlier by either the Company or the Consultants on at least 60 days
prior written notice.

      					Laboratory Innovation Co., Ltd.

      /s/ Joseph G. Cremonese		      /s/ Joseph G. Cremonese
      __________________________	By:  _______________________
      Joseph G. Cremonese		     Joseph G. Cremonese

      Agreed:

      Scientific Industries, Inc.

      By:  /s/ Helena R. Santos
      _________________________
      Helena R. Santos, President and Chief Executive Officer

EX-10

                  SCIENTIFIC INDUSTRIES, INC.
                    2012 STOCK OPTION PLAN
               (Effective as of February 11, 2012)

1.	Purpose.

       The purposes of this 2012 Stock Option Plan (the "Plan") are to
induce certain individuals to remain in the employ or service of
Scientific Industries, Inc. (the "Company") and its present and future
subsidiary corporations (each a "Subsidiary"), as defined in Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
to attract new individuals to enter into such employment and service
and to encourage such individuals to secure or increase on reasonable
terms their stock ownership in the Company. The Board of Directors of
the Company (the "Board") believes that the granting of stock options
(the "Options") under the Plan will promote continuity of management
and increased incentive and personal interest in the welfare of the
Company and aid in securing its continued growth and financial success.
Options will be either (a) "incentive stock options" (which term, when
used herein, shall have the meaning ascribed thereto by the provisions
of Section 422 (b) of the Code) or (b) options which are not incentive
stock options ("non-incentive stock options"), as determined at the
time of the grant thereof by the Administrator referred to in Section
3(A) hereof.

2.	Shares Subject to Plan.

       Options may be granted to purchase up to one hundred thousand
(100,000) shares of the common stock, par value $0.05 per share (the
"Common Stock") of the Company.   In addition, to the extent that
options previously granted under the 2002 Stock Option Plan of the
Company (the "Prior Plan") expire or terminate for any reason without
having been exercised, then options exercisable for that same number
of shares of Common Stock, up to a maximum of Fifty-Seven Thousand
(57,000) shares, may be granted pursuant to the Plan. For the purpose
of this Section 2, the number of shares purchased upon the exercise
of an Option shall be determined without giving effect to the use by
a Participant of the right set forth in Section 7(C) hereof to deliver
shares of the Common Stock in payment of all or a portion of the option
price or the use by a Participant of the right set forth in Section 11(C)
hereof to cause the Company to withhold from the shares of the Common
Stock otherwise deliverable to him or her upon the exercise of an Option
shares of the Common Stock in payment of all or a portion of his or her's
withholding obligation arising from such exercise. If any Options expire
or terminate for any reason without having been exercised in full, new
Options may thereafter be granted to purchase the unpurchased shares
subject to such expired or terminated Options. Subject to the provisions
of Section 10, the maximum number of shares of Common Stock which may be
issued in accordance with the provisions of this Section 2 shall be One
Hundred and Fifty-Seven Thousand (157,000) shares.

3.	Administration.

       (A)  The Plan shall be administered by either the Board or, at
the option of the Board, a Committee which shall consist of two or more
members of the Board, both or all of whom shall be "disinterested
persons" if required under Section 16(b) of the Securities Exchange Act
of 1934 (the "Exchange Act").  The Committee, if appointed, shall be
appointed annually by the Board, which may at any time and from time to
time remove any member or members of the Committee, with or without
cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee.  A majority of the members of the
Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members present at a
meeting duly called and held. Any decision or determination of the
Committee reduced to writing and signed by all of the members of the
Committee shall be fully as effective as if it had been made at a
meeting duly called and held. The Committee, or if a Committee has
not been appointed, the Board, in its capacity as administrator of the
Plan, is hereinafter referred to as the "Administrator".

       (B)  Subject to the express provisions of the Plan, the
Administrator shall have complete authority, in its discretion, to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective option agreements or certificates (which need not be identical),
to determine the individuals (each a "Participant") to whom and the times
and the prices at which Options shall be granted, the periods during
which each Option shall be exercisable, the number of shares of the
Common Stock to be subject to each Option and whether such Option shall
be an incentive stock option or a non-incentive stock option and to
make all other determinations necessary or advisable for the
administration of the Plan. In making such determinations, the
Administrator may take into account the nature of the services rendered
by the respective Participants, their present and potential contributions
to the success of the Company and the Subsidiaries and such other factors
as the Administrator in its discretion shall deem relevant. The
Administrator's determination on the matters referred to in this section
3(B) shall be conclusive. Any dispute or disagreement which may arise
under or as a result of or with respect to any Option shall be determined
by the Administrator, in its sole discretion, and any interpretations by
the Administrator of the terms of any Option shall be final, binding and
conclusive.

4.	Eligibility.

       Subject, in the case of incentive stock options, to the further
restrictions set forth in Section 5, an Option may be granted only to (1)
employees and key consultants of the Company or a Subsidiary, (2)
directors of the Company or a Subsidiary, and (3) employees and key
consultants of a corporation which has been acquired by the Company or
a Subsidiary, whether by way of exchange or purchase of stock, purchase
of assets, merger or reverse merger, or otherwise, who hold options with
respect to the stock of such corporation which the Company has agreed
to assume.

5.	Option Terms.

       The terms of each Option shall be fixed by the Administrator and
specified in the applicable Option Certificate.  Option Certificates may
vary from one another.  Each Option Certificate shall specify (i) the
number of Option Shares to be covered by the Option, (ii) the exercise
price per Option Share covered by the Option; provided, however, that
the initial per share option price of any Option which is an incentive
stock option shall not be less than the market value of a share of the
Common Stock on the date of grant, determined pursuant to Section
422(c)(7) of the Code, nor the book value of a share of Common Stock as
of the end of the most recent fiscal quarter of the year reported by
the Company in its filings under the Securities Exchange Act of 1934,
as amended ("Per Share Book Value"), unless the Participant owns more
than 10% of the total combined voting power of the Common Stock at the
time an option is granted, the initial per share option price shall not
be less than the Per Share Book Value and 110% of the fair market value
of a  share of the Common Stock on the date of grant, or in the case of
an non-incentive stock option, shall not be less than fair market value
determined pursuant to Section 409A of the Code and Treasury Regulation
Section 1.409A-1(b)(5)(iv) or corresponding provisions of future
regulations and the foregoing Per Share Book Value, (iii) the conditions
and restrictions, if any, applicable to the exercise of the Option,
including any applicable vesting schedule, (iv) that in no event shall
an Option be exercisable more than ten years from the relevant date of
grant, or in the case of a Participant who owns more than 10% of the
total combined voting power of the Common Stock, five years from the
relevant date of grant, and that the Option cannot be transferred other
than by will or the laws of descent and distribution.

6.	Limitations on Grant of Incentive Stock Options.

       (a)	Employment Requirement.  Incentive stock options may only
be awarded to employees (including officers) of the Company or an entity
that, with respect to the Company, is a "parent company" or "subsidiary
company" within the meaning of Code Sections 424(f).  Furthermore, except
as otherwise provided in Code Section 422, if an Optionee is no longer
employed by the Company or a Subsidiary, the Optionee's Option shall cease
to be treated as an incentive stock option.

       (b) 	Except as otherwise provided in Section 16 hereof, the
aggregate fair market value of the shares of the Common Stock for which
any Participant may be granted incentive stock options which are
exercisable for the first time in any calendar year (whether under the
terms of the Plan or any other stock option plan of the Company) shall
not exceed $100,000.

7.	Exercise of Options.

       (A)  Except as otherwise provided in Section 16 hereof, or as
otherwise determined by the Administrator at the time of the grant
thereof, in the case of an Option granted to an employee or key
consultant, a Participant may (i) during the period commencing on the
first anniversary of the date of the granting of an Option to him or
her and ending on the day preceding the second anniversary of such
date, exercise such Option with respect to one-third of the shares
granted thereby, (ii) during the period commencing on such second
anniversary and ending on the day preceding the third anniversary of
the date of the granting of such Option, exercise such Option with
respect to such number of shares as when added to the number of
shares previously purchased under the Option does not exceed
two-thirds of the shares granted thereby, and (iii) during the period
commencing on such third anniversary, exercise such Option with
respect to all of the shares granted thereby and which previously
have not been exercised.

       (B)  To the extent exercisable, an Option may be exercised
either in whole at any time or in part form time to time.

       (C)  An Option may be exercised only by a written notice of
intent to exercise such Option with respect to a specific number of
shares of Common Stock and payment to the Company of the amount of
the option price for the number of shares of the Common Stock so
specified; provided, however, that all or any portion of such payment
may be made in kind by the delivery of shares of the Common Stock
having a fair market value on the date of delivery equal to the
portion of the option price so paid; provided, further, however, that,
subject to the requirements of Regulation T promulgated under the
Exchange Act, the Administrator may implement procedures to allow a
broker chosen by a Participant to make payment of all or any portion
of the option price payable upon the exercise of an Option and receive,
on behalf of such Participant, all or any portion of the shares of the
Common Stock issuable upon such exercise.

       (D)  Except in the case of an Option granted to a Director,
the Administrator may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would
otherwise be exercisable.

8.	Transferability.

       No Option shall be assignable or transferable except by will
and/or by the laws of descent and distribution and, during the life
of any Participant, each Option granted to the Participant may be
exercised only by the Optionee.

9.	Termination of Service.

       (A)  In the event that prior to his 65th birthday, other than
by reason of death, a Participant leaves the employ or service of the
Company or a Subsidiary or, in the case of a Director, does not stand
for re-election or is not reelected, whether voluntarily or otherwise,
each Option theretofore granted to him or her shall be exercisable to
the extent exercisable immediately prior to the date of termination of
employment or service (or the date the Director does not stand for
reelection or is not reelected) within the period ending the earlier
to occur of (i) the expiration of the period of three months after the
date of such termination of services or failure to stand for or be
reelected a Director and (ii) the date specified in such Option.

       (B)  In the event a Participant's employment or service
(including service as a Director) with the Company or a Subsidiary
terminates by reason of the Participant's death, each Option theretofore
granted to the Optionee shall become immediately exercisable in full and
shall terminate upon the earlier to occur of (i) the expiration of the
period of one year after the date of such Participant's death and (ii)
the date specified in such Option.

       (C)  In the event that on or after his or her 65th birthday, a
Participant leaves the employ or service of the Company and its
Subsidiaries by reason of his or her disability (as such term is
defined in Section 22(e)(3) of the Code) or, in the case of a Director
who is not an employee or consultant, resigns or does not stand for
re-election or is not reelected, each Option theretofore granted to the
Participant shall become immediately exercisable in full and shall
terminate upon the earlier to occur of (i) the expiration of the period
of three months after the date of such termination, resignation or
failure to stand for election or to be reelected and (ii) the date
specified in such Option.

10.	Adjustment of Number of Shares.

       (A)  In the event that a dividend shall be declared upon the
Common Stock payable in shares of the Common Stock, the number of
shares of the Common Stock then subject to any Option and the number
of shares of the Common Stock which may be purchased upon the exercise
of Options granted under the Plan but not yet covered by an Option
shall be adjusted by adding to each share the number of shares which
would be distributable thereon if such shares had been outstanding on
the date fixed for determining the stockholders entitled to receive
such stock dividend. In the event that the outstanding shares of the
Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of
another corporation, whether through reorganization, recapitalization,
stock split-up, combination of shares, sale of assets, merger or
consolidation in which the Company is the surviving corporation, then,
there shall be substituted for each share of the Common Stock then
subject to any Option and for each share of the Common Stock which may
be purchased upon the exercise of Options granted under the Plan but
not yet covered by an Option, the number and kind of shares of stock
or other securities into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be
exchanged.

       (B)  In the event that there shall be any change, other than as
specified in Section 10(A) hereof, in the number or kind of outstanding
shares of the Common Stock, or of any stock or other securities into
which the Common Stock, shall have been changed, or for which it shall
have been exchanged, then, if the Administrator shall, in its sole
discretion, determine that such change equitably requires an adjustment
in the number or kind of shares then subject to any Option and the
number or kind of shares available for issuance in accordance with the
provisions of the Plan but not yet covered by an Option, such adjustment
shall be made by the Administrator and shall be effective and binding
for all purposes of the Plan and of each Option.

       (C)  In the case or any substitution or adjustment in accordance
with the provisions of this Section 10, the option price in each Option
for each share covered thereby prior to such substitution or adjustment
shall be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share
shall have been adjusted in accordance with the provisions of this
Section 10.

       (D) No adjustment or substitution provided for in this Section
10 shall require the Company to sell a fractional share under any Option.

       (E)  In the event of the dissolution or liquidation of the
Company, the Board, in its discretion, may accelerate the exercisability
of each Option and/or terminate the same within a reasonable time
thereafter.

11.	Purchase for Investment, Withholding and Waivers.

       (A)  Unless the delivery of the shares upon the exercise of an
Option by a Participant shall be registered under the Securities Act
of 1933, such Participant shall, as a condition of the Company's
obligation to deliver such shares, be required to give a representation
in writing that he or she is acquiring such shares for his or her own
account as an investment and not with a view to, or for sale in
connection with, the distribution of any thereof.

       (B)  In the event of the death of a Participant, an additional
condition of exercising any Option shall be the delivery to the Company
of such tax waivers and other documents as the Administrator shall
determine.

       (C)  An additional condition of exercising any non-incentive
stock option shall be the entry by the Participant into such arrangements
with the Company with respect to withholding as the Administrator shall
determine; provided, however, that such Participant may direct the
Company to satisfy all or a portion of such withholding obligation by
withholding from the shares of the Common Stock issuable to him on such
exercise shares of the Common Stock having a fair market value equal to
the portion of the withholding obligation so satisfied.

12.	Declining Market Price.

       Subject to Section 409A of the Code, except in the case of an
Option granted to a Director, in the event the fair market value of the
Common Stock declines below the option price set forth in any Option,
the Administrator may, subject to the approval of the Board, at any time,
adjust, reduce, cancel and re-grant any unexercised Option or take any
similar action it deems to be for the benefit of the Participant in
light of the declining fair market value of the Common Stock.

13.	No Stockholder Status; No Restrictions on Corporate Acts; No
Employment Right.

       (A)  Neither any Participant nor his or her legal representatives,
legatees or distributees shall be or be deemed to be the holder of any
share of the Common Stock covered by an Option unless and until a
certificate for such share has been issued. Upon payment of the purchase
price therefore, a share issued upon exercise of an Option shall be
fully paid and non-assessable.

       (B)  Neither the existence of the Plan nor any Option shall in
any way affect the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead
of or affecting the Common Stock or the rights thereof, or dissolution
or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise.

       (C)  Neither the existence of the Plan nor the grant or
existence of any Option shall require the Company or any Subsidiary to
continue any Participant in the employ or service of the Company or
such Subsidiary.

14.	Termination and Amendment of the Plan.

       The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable; provided,
however, that the Board may not, without further approval of
the holders of a majority of the shares of the Common Stock
legally voting on the proposal, increase the number of shares of
the Common Stock as to which Options may be granted under the Plan
(as adjusted in accordance with the provisions of Section 10 hereof),
or change the class of persons eligible to participate in the Plan,
or change the manner of determining the Option prices, or extend the
period during which an Option may be granted or exercised. Except as
otherwise provided in Section 15 hereof, no termination or amendment
of the Plan may, without the consent of the Participant to whom any
Option shall theretofore have been granted, adversely affect the
rights of such Participant under such Option.

15.	Expiration and Termination of the Plan.

       The Plan shall terminate on February 10, 2022 or at such earlier
time as the Board may determine. Options may be granted under the Plan
at any time and from time to time prior to its termination. Any Option
outstanding under the Plan at the time of termination of the Plan shall
remain in effect until such Option shall have been exercised or shall
have expired in accordance with its terms.

16.	Options Granted in Connection With Acquisitions.

       The Administrator may determine, in connection with the
acquisition by the Company or a Subsidiary of another corporation which
will become a Subsidiary or division of the Company (such corporation
being hereafter referred to as an "Acquired Subsidiary"), that Options
may be granted hereunder to employees and other personnel of an Acquired
Subsidiary in exchange for then outstanding options to purchase securities
of the Acquired Subsidiary. The Administrator, at its discretion shall
determine as to such Options, the option prices, whether they may be
exercisable immediately or at any time or times either in whole or in part,
and such other provisions not inconsistent with the Plan, or the
requirements set forth in Section 14 hereof that certain amendments to
the Plan be approved by the stockholders of the Company.